Provision Language
Definitions
“Licensed Know–how” means all proprietary know–how and other technical knowledge relating to the Patent Rights and which may be necessary for Sublicensees to exploit the Patent Rights and Material.
“Material” means: Expression vectors for mammalian cells that contain recombinant DNAs that encode proteins derived from the protein S (“spike” of SARS–CoV–2, mainly: complete protein S, region S1 and a domain (“receptor binding domain“, RBD) involved in binding to the viral receptor ACE2. Likewise, variants of protein S produced in CNB–CSIC. Expression vectors for E. Coli cells containing recombinant DNAs encoding proteins derived from the nucleocapsid protein (protein N) of SARS–CoV–2. Likewise, variants of the nucleocapsid protein (protein N) produced in the CNB–CSIC. Expression vectors for E. Coli cells containing recombinant DNAs encoding proteins derived from the SARS–CoV–2 “cysteine–like” protease (MPro) protein. Likewise, variants of the protease protein (MPro) produced in the CNB–CSIC.
5. Knowledge Transfer
CSIC shall use reasonable efforts to provide MPP and/or its Sublicensees with the Material and Licensed Know-How. The Material will be provided at the manufacturing costs. CSIC shall have no obligation to provide any know–how and technical knowledge which has not been generated by Dra. María del Mar Vales Gómez, Dr. Jose Miguel Rodriguez Frade, Dr. Jose María Casasnovas Suelves and Dr. Hugh Thomson Reyburn or under their supervision during their employment at CSIC.
MPP shall agree with the Sublicensees that they will cover any travel and out–of–pocket costs of CSIC staff required for the better transfer of such know–how, Material, and/or technical knowledge. The effect on normal activities of CSIC produced by any request under this provision shall be minimized by Sublicensee by:
a) accepting remote (telephone, e–mail, on–line, etc) assistance where applicable; and
b) allocating a sufficient and technically capable workload to knowledge transfer activities and ensuring that its contract manufacturer does the same.